Robert Evans
Analyst · Sidoti & Company
Thanks, Bill. I’d like to take a couple of minutes and discuss 2 topics relevant to our shareholders: first, how and why we have transformed the company’s business model; and second, how we intend to invest around this new business model moving forward.
To millions of people worldwide, Churchill Downs means the Kentucky Derby, the Kentucky Oaks. Churchill Downs means thoroughbred racing. While that’s what our brands mean, it no longer is our business model, meaning how we will grow and earn an acceptable return on our shareholders’ investment. Our business model has changed dramatically. Just 7 years ago, we owned 7 racetracks: the 4 we currently own plus Hollywood Park, Ellis Park, Hoosier Park. Our business model in the 2000 to 2004 period consisted of conducting on average over 650 days of live racing annually, operating year-round simulcasting, and of course the Kentucky Oaks and Derby. While the returns on invested capital weren’t all that great, at least those businesses operated profitably and they were cash flow positive in the sense of cash flow minus maintenance capital expenditures.
In 2005, 2006 and 2007, we sold Hollywood, Ellis and Hoosier. Combined with racing day reductions at our 4 remaining tracks, this year we plan to conduct 384 days of live racing, down about 41% from the 650 days in the early 2000’s. In addition to this significant reduction in supply, the demand for racing measured in terms of U.S. thoroughbred handle has fallen far faster than expected, down 29% from its peak in 2003 according to Equibase. What the changes of the last decade have left us with is an unprofitable business of conducting live racing, excluding the Oaks and Derby, and an unprofitable business of conducting simulcasting when we’re not racing live. More significantly, excluding one-time transactions like last year’s receipt of the $19.3 million in Illinois Horse Racing Equity Trust Fund money, live and simulcast racing in 2011 -- again, excluding the Oaks and Derby -- became cash flow negative. That means that in order to keep operating live racing and operating simulcasting when we aren’t racing live, we have to invest new cash on which we get negative returns. Not only is that a really bad business model, it is an unsustainable business model.
Fortunately about 4 years ago, we set about changing the business model. Now we have our gaming business that generated $57 million in EBITDA last year, our online business that generated $38 million in EBITDA last year, and our now refreshed and expanded week-long Oaks and Derby business that generated $6 million of increased EBITDA last year and $11 million more than in 2009. Nothing demonstrates the extent of change in our business model more than one simple fact -- for what we believe is the first time in the 137-year history of Churchill Downs, we’ve produced positive EBITDA in each of the 12 months of 2011.
So where do we go from here? In gaming, we’ll continue to pursue both acquisitions and greenfield opportunities. On the expanded gaming front in Illinois, there is considerable behind-the-scenes work going on, trying to get a gaming bill that either the governor will sign or one that will allow the Illinois legislature to override his veto. Let me be clear about one point -- we are not supportive of the subsidy concept that has been discussed extensively in the media. The subsidy approach has been tried over the last 6 years, and despite spending hundreds of thousands of dollars in legal fees, we still haven’t received all of the subsidy money. We continue to be amazed that any political leaders in a state that so desperately needs additional tax revenues would prefer new subsidies to the racing industry rather than Senate Bill 1849 which provides for additional tax revenues from the racing industry and creates thousands of new jobs for the people of Illinois as well.
In Kentucky, those of us in favor of expanded gaming lost a pivotal vote in the Kentucky Senate on February 23. Senate Bill 151 would have put gaming on the ballot this November in the form of a constitutional amendment and would thereby have let the people of Kentucky decide this issue once and for all. But as documented in the media, we got procedurally outmaneuvered by Senate President David Williams, who seems to prefer his opinion to that of the 87% of Kentuckians who are in favor of letting the people decide.
I’d like to extend the thanks of everyone at Churchill Downs and the thanks of everyone in Kentucky’s thoroughbred industry to Governor Beshear, to Senator Thayer for sponsoring the bill, to Agricultural Commissioner Comer for supporting it, and to those senators who courageously voted for letting the people decide. While the issue may not be dead in 2012, it looks as though we’ll have to continue to fight in 2013, and if necessary beyond that.
There are of course many other states where we can invest our capital in gaming, and from a purely rational perspective I suppose we should just pursue those and abandon hope of getting it done in Illinois and Kentucky, but frankly, we just can’t do that. Thoroughbred racing is such a part of Kentucky’s heritage and Churchill Downs’ history that we can’t just walk away. This year is Churchill Downs’ 138th year in business in Kentucky, and we plan on being here at least another 138.
So we lost this round, but we’re not defeated. We not only plan to keep coming back but to actually increase the resources and attention that we devote to this issue until we get it done. The reason we’re willing to make that commitment is that every time we poll the people of Kentucky, they support expanded gaming by a margin of 2 to 1. Eventually those in Frankfort are going to have to listen to and act on the will of the people. Meanwhile, we will look for great gaming investment opportunities outside of Kentucky and Illinois.
As we announced on March 1, we have formed a joint venture with Delaware North Companies to build a new video lottery terminal facility and harness racetrack in Ohio, north of Cincinnati. It’s a 50/50 joint venture that will be located at a to-be-determined site along Interstate 75 corridor between Cincinnati and Dayton, Ohio. We can operate up to 2,500 video lottery terminals, or VLTs. We will not operate table games. The JV has signed an agreement to acquire the harness racing licenses and related assets of Lebanon Raceway. We will not acquire the track and grandstand that are located at the County Fairgrounds.
We signed that agreement for $10 million to be paid at closing, $50 million to be paid over the 5 years following commencement of operations, and a potential additional $10 million to be paid if the VLT facility hits certain levels of performance. In addition, a $50 million license fee will be paid to the State. $10 million of the license fee will be paid when we submit our gaming license application, $15 million will be paid when operations begin, and $25 million will be paid on the first anniversary of opening. We expect the land, track, building, VLTs, and related development to cost approximately $175 million. Total project cost is then estimated at $285 million to $295 million. Our share is 50%.
Delaware North and CDI will contribute a combined $90 million in equity. The balance of the project will be funded with debt. The actual source of that debt will be determined later in the process.
As many of you know, litigation is pending that seeks to stop the installation of VLTs at Ohio’s racetracks. The Ohio Attorney General is attempting to have that matter dismissed. We do not currently contemplate closing on the purchase of the Lebanon raceway licenses until this litigation has been resolved. It is impossible to know just how the litigation might proceed; however, in our planning we are assuming that the litigation will be favorably resolved this year, that construction of the VLT facility and racetrack will take about a year, and that the property will open in late 2013.
Our market research suggests that our JV facility is in a good market. Competitive threats are known, and we believe we can be competitive. Ohio’s gaming tax rate of 33% is reasonable, as is their gaming license fee and the associated payment schedule. We are happy to partner with Delaware North on this opportunity and we hope to generate an attractive return for our shareholders on this investment.
Another greenfield-like opportunity where we expect a solid return on our investment is the rebuilding of Harlow’s, now fully underway. We completely refurbished the hotel last spring following the wind and rainstorms that destroyed the hotel roof, damaged 53 of the 105 rooms, and closed the hotel from February 24 to June 30. We currently have construction underway that will replace the buffet, the steakhouse, and the entertainment arena that were heavily damaged or destroyed by last May’s Mississippi River flood. We will add new amenities, including a spa, fitness center, a business center and an outdoor pool. We expect most of the approximately $16 million we’re spending on Harlow’s to be covered by insurance claim proceeds.
While the financial comparisons for Harlow’s are tough in the current quarter since Harlow’s had its full complement of amenities in Q1 last year, the year-to-year comparisons get easier as we go through 2012. By year-end when the construction work is done, our plan is for the property to exceed its 2010 pre-windstorm and pre-flood performance.
Meanwhile, we will continue to look for other regional gaming acquisitions or greenfield opportunities. We have plenty of properties to consider. We have the balance sheet and we also have the discipline to wait for quality properties at the right valuation.
In racing, we’ll continue to expand Oaks and Derby Week, both within the week and, starting next year, over the weeks preceding the Oaks and Derby. Last year, some 360,000 people attended our Oaks and Derby Week events. That was up over 8% from Oaks and Derby Week 2010. One of the reasons for the increase was a new event in 2011, Opening Night on the Saturday a week before the Derby which drew over 38,000 people.
We also believe we can continue to grow the Kentucky Oaks. Four years ago, we rebuilt the event around our theme of Ladies First. It’s paid off with record attendance in 2010 and the second highest attendance last year. The Kentucky Oaks is now the third most attended race day in America behind only the Kentucky Derby and the Preakness Stakes.
We’re 53 days out from this year’s Derby. With the caveats that our total admissions revenues depend on sales on the day of the event, which are very much driven by weather, and that our paramutual revenues are driven by the still-to-be-determined competitiveness of the Oaks and Derby races and the field sizes of the other races on the Oaks and Derby Day cards, with those caveats at this point 53 days out, our premium admission revenues -- that is, boxes, suites and tables in our premium areas -- continue to be strong compared to last year. Sales of personal seat licenses are ahead of last year. Sponsorship sales are running ahead of last year with new brands and sponsors such as Stella Artois, Hendrick’s Gym, BLUE04 water, SandRidge Energy, and Moet & Chandon champagne; and handle in the first 2 of 3 Oaks and Derby future wager pools was up 7% over 2011. If those trends hold, and there’s really no way to know if that will be the case or not, then this year’s Oaks and Derby Week’s financial performance should be strong.
Finally a bit of a tease -- we’ll be making some exciting changes to the Churchill Downs property later this year that we hope will favorably affect our Oaks and Derby Week financials starting in 2013. We’ll announce those changes after this year’s Derby, but for now just a tease. Coming for Oaks and Derby 2013 -- The Mansion at Churchill Downs.
Even our core racing business is off to a stronger start this year than we planned. Rather than our expected 5% decline, 2012 year-to-date U.S. thoroughbred handle is up 3.4% through February according to Equibase. What this means, we hope, is that our losses and cash consumption in conducting non-Oaks and Derby Week racing and simulcasting will be less than our plan.
Our online business, as Bill said, had a terrific fourth quarter with TwinSpires.com handle up 15%, revenue up 18%, and EBITDA up 229% over Q4 2010. This favorable handle trend has continued for TwinSpires.com so far in 2012. We believe there are 3 reasons for these favorable results. First, as mentioned earlier, total U.S. thoroughbred handle seems to have flattened out. Secondly, as they are in nearly every industry, customers continue to switch wagering channels, increasingly preferring the online channel to the bricks-and-mortar channel. And third, we may be gaining share in the online channel versus our major advance deposit wagering competitors.
One last point -- not only has our business model changed dramatically over the last few years but so as well have our capabilities. We are stronger in every part of our organization than ever before. One illustration of that are our technology capabilities, which were almost non-existent prior to 2007. We now have 500 people in our technology-based organizations, the largest being our TwinSpires.com, United Tote and corporate IT groups. We have over 80 software developers and over 35 IT operations staff. We have 6 data centers and we’ve spent over $145 million a year, including compensation and benefits, on these technology-based units. New capabilities mean you can do new things.
We may be doing more than you think with these resources. TwinSpires.com and United Tote, you know; but we are also building the technology and marketing capabilities to enter the Internet poker business as it gets legalized at the state and possibly the federal level. We are making those technology-driven investments now to be ready for what we believe could be a multi-billion revenue market if legalized across a sufficient number of states. Our February 10 acquisition of the assets of Bluff Media is part of our plan to capture our share of the online poker market in the U.S. if we get licensed, or even if we don’t. More on that in the months ahead.
We also have other technology-based businesses in the works. They combine games, gaming, and online technology. We’ll be announcing developments in this area over the balance of the year, and that is just what is on our known horizon.
One of our key areas of senior management attention in 2012 will be on improving how we go about innovation, specifically increasing the speed, efficiency and effectiveness with which we conceive, develop, launch and operate new businesses. We are as excited about what Churchill Downs is becoming as we are about what it has been.
We’ll now be happy to take your questions. Tyrone, if you could forward any questions, please?